Reprint of and retroactive backup story to The X-Men #105 - Phoenix Unleashed! (June, 1977)

Jean Grey sits on a beach at night perceiving a campfire from every perspective. Her perception and consciousness have expanded to make her aware of every level of reality since she joined herself with the Phoenix.

Soon she's joined on the beach by her roommate, private investigator Misty Knight, who's own thoughts she becomes instantly aware of. As Misty drifts off to sleep, Jean becomes aware of her dreams. She feels her identity being pulled in separate directions; her sense of honor and duty to her partner, Colleen Wing, that leads to the danger in her life, and her love for Iron Fist that brings tranquility to it. In the dream, Misty is confronted by the Phoenix; when she asks who it is, Jean walks through the flames and replies, "A friend.. ..who needs a friend."

Misty wakes with a start and cries out, and Jean asks her if anything's wrong. Misty replies, "you."

Misty explains that though she hasn't known Jean long, she figures they're friends. She submits that Jean is different now, that she's changed since being in outer space, and Jean agrees. Misty asks Jean if she really died and brought herself back to life, and Jean says that's basically what happened, an idea that seems to terrify them both.

Suddenly Jean is overwhelmed by the awareness of a family being attacked and jumps into a motor boat to go help. Misty yells after her that she can't go alone and Jean snatches her to the boat with a telekinetic talon. As the shore behind them disappears in the darkness, Jean stops the boat and dives in the water.

Misty waits in the boat, but when she sees a shark's fin appear she jumps in the water to distract the shark from Jean. She punches the shark in the nose with her super-strong bionic arm, but then gets head butted from behind. As the shark closes in for the kill, it gets hit hard in the ribs by a dolphin, and then another; eventually the shark retreats and Misty gets back on the boat.

Jean explains that she couldn't get to Misty in time to save her, so she sent some dolphins, who were happy to help since Misty had helped save the from the sharks. Misty becomes outraged that they just risked their lives for a bunch of fish, but Jean replies that they are every bit as intelligent and aware as humans. Misty says they're still not people and not worth risking her life for. Jean replies that that "depends on your point of view."

Instantly Jean makes Misty aware of the thoughts of one of the dolphins, she sees inside it's mind and through it's perception. As she swims in the dolphin's body, she starts to see how the dolphin sees itself, how it sees the shark, and how those things all have meaning to the dolphin and now to her.

As Jean brings Misty's consciousness back to her own body, she says how all things have a place, even her, even as the Phoenix. Misty says she's still scared, scared of the power that Jean has. Jean replies that that's just how she is now, that she's stuck with it, but submits that that is why she needs her friends to stand by her, to give her life meaning, and perspective. She says all she asks is that Misty take her "as I am".

Misty says that given all she's seen this night, how can she refuse?

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